8-K

United States

Securities and Exchange Commission

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 5, 2007

SHUFFLE MASTER, INC.

(Exact name of registrant as specified in its charter)

Minnesota	0-20820	41-1448495
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)
1106 Palms Airport Drive
Las Vegas, Nevada		89119-3720
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 897-7150

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On June 5, 2007, Shuffle Master, Inc. (either the “Company,” “we” or “our”), entered into an amendment to that certain employment agreement (the “Agreement”), dated as of February 23, 2004, with its Chief Executive Officer and Chairman of the Board, Mark L. Yoseloff (the “Amendment”).  The Amendment extends the term of the Agreement to October 31, 2008, unless otherwise terminated earlier in accordance with the provisions of the Agreement.  The Amendment is included herein as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits

 (d) Exhibits

10.1 First Amendment to Employment Agreement, by and between Shuffle Master, Inc. and Mark L. Yoseloff.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SHUFFLE MASTER, INC.
(Registrant)
Date:	June 8, 2007
/s/ Mark L. Yoseloff
Mark L. Yoseloff
Chairman of the Board and Chief Executive Officer

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment (the “Amendment”), dated June 5th, 2007, is to that certain Employment Agreement (the “Agreement”), dated as of February 23, 2004, between Shuffle Master, Inc. (“the Company”) and Mark L. Yoseloff (“Employee”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the same meaning as in the Agreement.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Employee hereby agree as follows:

1.The date of “October 31, 2007”, which now appears in the fifth line of the paragraph numbered 1 of the Agreement, is hereby replaced with the date “October 31, 2008”. Thus, the term of the Agreement now expires October 31, 2008, unless otherwise terminated earlier in accordance with the provisions of the Agreement.

2.The date of “October 31, 2007”, which now appears in the second and fifth lines of the paragraph numbered 2 of the Agreement, is hereby replaced with the date “October 31, 2008”.

3.The entire first grammatical paragraph of the paragraph numbered 9 of the Agreement is hereby deleted and replaced, in its entirety, as follows:

“9. Part-Time Employment. In the event that Employee is terminated from full-time employment during the term of this Agreement without “just cause” (as defined in Section 7), or if the Company does not offer to renew this Agreement on terms at least as favorable to Employee as Employee is receiving on February 23, 2004, then, during the two year and nine month period (the “Part-Time Employment Period”) immediately following Employee’s last day of his full-time employment, Employee will be paid each month, as Employee’s sole remedy, an amount determined as follows: Employee’s annualized base salary as of his last day of full-time employment will be added to Employee’s average annual bonus awarded under the annual executive bonus program over the last three (3) years of Employee’s full-time employment. The resulting amount will be paid to Employee over the Part-Time Employment Period immediately following the last day of his full-time employment, in equal amounts, at the same intervals as other employees of the Company are being paid.”

4.A new paragraph numbered 21, entitled “Health Care Benefit,” shall be added as follows:

“Unless Employee is terminated by Company for “just cause” (as defined in Section 7), then during the Part-Time Employment Period and thereafter, until Employee’s death, Employee shall be eligible to participate in the Company’s

health care (medical and dental) plan as a Class 2 employee, which benefit shall provide the same health care coverage for Employee and his family as they were then receiving on the last date of Employee’s full-time employment with the Company. The Company shall pay the entire cost of this health care coverage for Employee and his family for as long as the Employee desires said coverage.”

5Except as expressly amended hereby, the Agreement, as amended bythis Amendment, is hereby confirmed and ratified by the parties as beingand remaining in full force and effect, according and subject to its termsand conditions, and without any further amendments or modifications.

EMPLOYER:		EMPLOYEE:
SHUFFLE MASTER, INC.
By:	/s/ Paul Meyer	/s/ Mark L. Yoseloff
Its:	President	Mark L. Yoseloff
SHUFFLE MASTER, INC.
COMPENSATION COMMITTEE
/s/ Louis Castle
Signature
Louis Castle
Print Name

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